Lafarge Ciment

SUMMARY PROSPECTUS

LAFARGE CIMENTS S.A.

CAPITAL INCREASE OF LAFARGE CIMENTS S.A THROUGH THE MERGER-ABSORPTION

OF HOLCIM MAROC S.A.

Proposed to the Extraordinary General Meetings of Lafarge Ciments and Holcim Maroc and

to the Special Meeting for the shareholders of Holcim Maroc entitled to double voting

rights, scheduled on July 4th 2016

Number of shares for sale 5 935 512 new Lafarge Ciments shares

Par value MAD 30

Lafarge Ciments share price MAD 1 539.17

Exchange ratio 1.20 Lafarge Ciments shares for 1 Holcim Maroc share

(i.e. 6 shares of Lafarge Ciments for 5 shares of Holcim

Maroc)

Par value of the capital increase MAD 178 065 360

Transaction amount MAD 9 135 742 220

Date of the share exchange transaction July 13th 2016

Transaction reserved for the shareholders of Holcim Maroc

Advisory Bodies Centralizing Body Institution in charge of

registration

APPROVAL OF THE MOROCCAN CAPITAL MARKETS AUTHORITY (AMMC)

In accordance with the provisions of circular of the Moroccan Capital Markets Authority (AMMC), based on article 14 of the

Dahir providing law n° 1-93-212 of September 21st

, 1993 as amended and supplemented, the original version of this

prospectus was approved by the AMMC on June 24th

,2016 under reference VI/EM/017/2016

2

DISCLAIMER

The Moroccan Capital Markets Authority (AMMC) approved a prospectus on June 24th,2016 relating to the

capital increase of Lafarge Ciments S.A. through the merger-absorption of Holcim Maroc S.A.

The prospectus approved by the AMMC is available at any time at the head office of Lafarge Ciments, Holcim

Maroc and the co-financial advisors Attijari Finances Corp. and CFG Bank Corporate Finance.

The prospectus is available to the public on the AMMC website (www.ammc.ma) and on the Casablanca Stock

Exchange website (www.casablanca-bourse.com).

http://www.ammc.ma)/

http://www.casablanca-bourse.com/

3

PART I. TRANSACTION OVERVIEW

I. Transaction Framework

I.1. Transaction context and legal framework

The Boards of Directors of Lafarge Ciments (the Absorbing Company) and Holcim Maroc (the Absorbed

Company) met on April 25th

, 2016, and approved the terms of the merger by means of the absorption of

Holcim Maroc by Lafarge Ciments (“the Merger”). They also approved the terms of the reports that they will

present to their respective extraordinary general meetings (EGM), as well as the text of the draft resolutions,

which will be voted on by the EGM. The Board of Directors of Holcim Maroc also approved the terms of the

report that will be presented to the Special Meeting for shareholders entitled to double voting rights and the

text of the draft resolutions that will be voted on by said Special Meeting. Said merger project was concluded

between the Absorbing Company and the Absorbed Company on April 25th

, 2016 (the Merger Treaty).

The Boards of Directors also decided to convene the Extraordinary General Meetings for shareholders on July

4th

, 2016, at the respective head offices of both companies particularly with the aim of approving the Merger.

The Board of Directors of Holcim Maroc also decided to convene the Special Meeting for shareholders entitled

to double voting rights on July 4th

, 2016 in order to approve and ratify the Merger and loss of double voting

rights resulting from it for the Holcim Maroc shareholders with double voting rights starting from the date of

completion of the Merger.

The Auditors released a report on the Merger Treaty, in accordance with the provisions of article 233 of law 17-

95 relating to public limited companies as amended and supplemented. In their reports dated June 1st

, 2016,

the Auditors of Lafarge Ciments and Holcim Maroc certify that they have no observation to formulate with

respect to the adequacy of the relative value attributed to the shares of both Lafarge Ciments and Holcim

Maroc, nor on the equitable nature of the exchange ratio, and that they verified that the total amount of net

assets contributed by the Absorbed Company is at least equal to the total amount of the capital increase of the

Absorbing Company.

Lafarge Ciments and Holcim Maroc have made available to their respective shareholders, at their respective

head offices and at least thirty days prior to holding their Extraordinary General Meetings called upon to decide

on the merger, as well as the Special Meeting for shareholders entitled to double voting rights, all of the

documents relating to the Merger as well as those required by article 234 of law 17-95 as amended and

supplemented:

The Merger Treaty;

The report of the Board of Directors of each company on the merger transaction;

The Auditors’ reports in accordance with the provisions of article 233 of law 17-95 relating to limited

companies (sociétés anonymes) as amended and supplemented;

The approved financial statements as well as the management reports for the last three financial years for

both companies.

Any shareholder may obtain, on mere request and free of charge, a complete or partial copy of the

aforementioned documents for both companies.

I.2. Objectives of the Transaction

The Merger is part of the willingness of the LafargeHolcim group and SNI to merge Lafarge Ciments and Holcim

Maroc and thereby create the leader of the building materials sector in Morocco as well as the leading

industrial market capitalization in the Casablanca stock market.

4

I.3. Presentation of the Merger Treaty

The main stipulations of the Merger Treaty are the following:

The Merger shall be completed in accordance with the provisions of article 222 et seq. of law 17-95

relating to limited companies (sociétés anonymes) as amended and supplemented. Holcim Maroc shall

provide to Lafarge Ciments, subject to the fulfillment of the conditions precedent described hereafter, all

of its assets with legal effect from the date of completion of the Merger;

The terms and conditions of the Merger Treaty were set out on the basis of the accounts of Lafarge

Ciments and Holcim Maroc as at December 31st

, 2015, the closing date of their last financial year, which

were (i) approved by their respective boards of directors, (ii) certified by their respective auditors and (iii)

approved by their respective shareholders’ general meetings;

In accordance with the provisions of article 225 of law 17-95 relating to limited companies (sociétés

anonymes) as amended and supplemented, the Merger shall take effect retroactively, for accounting and

tax purposes on January 1st

, 2016 and for legal purposes from the fulfillment of the final conditions

precedent referred to below;

The Merger will be completed on the basis of the real value of the assets and liabilities of Holcim Maroc

contributed under the Merger:

The following assets: intangible assets, land, buildings, as well as technical facilities, equipment and

machinery were subject to a re-evaluation by experts with regard to their net accounting value in

Holcim Maroc’s balance sheet as at December 31st

, 2015, to determine their real value;

For the other assets and liabilities, the real value is considered as equal to their net accounting value

in Holcim Maroc’s balance sheet as at December 31st

, 2015;

The Merger is subject to conditions precedent, i.e. (i) obtaining the notice of approval for the Merger by

the Casablanca Stock Exchange, (ii) obtaining the approval of the AMMC on the prospectus relating to the

Merger, (iii) the approval of the Merger by the respective Extraordinary General Meetings of Lafarge

Ciments and Holcim Maroc, as well as by the Special Meeting for shareholders entitled to double voting

rights for Holcim Maroc;

From a fiscal perspective, the Merger will be subject to the transitional arrangement under article 247-XV

of the General Tax Code and shall benefit form the measures laid down by said article.

I.4. Determination of the contribution value, the valuation of both companies and the exchange ratio

The exchange ratio was set at 1.20 Lafarge Ciments shares for one (1) Holcim Maroc share, taking into account

the payment of dividends that will take place for the financial year ended on December 31st

, 2015.

In exchange of the merger-contribution, Lafarge Ciments shall increase its share capital, to the benefit of the

Holcim Maroc shareholders, by MAD 178 065 360, by creating 5 935 512 new shares of the same par value as

the existing shares (i.e. MAD 30) (the “New Shares”), increasing the total number of shares making up the

share capital of Lafarge Ciments from 17 469 113 to 23 404 625 shares.

The New Shares will be fully paid-up and will be attributed to the Holcim Maroc shareholders at 1.20 Lafarge

Ciments shares for one Holcim Maroc share.

Subject to the fulfillment of the conditions precedent described above, Holcim Maroc shall transfer all of its

assets to Lafarge Ciments, on the completion date of the Merger, in the condition in which they shall be at said

date of completion. The assets transferred under the Merger shall include all of the Holcim Maroc assets, rights

5

and securities at the date of completion, without exception or reservation as well as all the liabilities and

obligations of Holcim Maroc at that date.

The assets and liabilities constituting the contributions of Holcim Maroc listed hereafter are those included in

the Holcim Maroc balance sheet as at December 31st

, 2015, bearing in mind that the list below is only indicative

but not restrictive, as the Merger constitutes a universal transfer of the assets and liabilities composing the

Holcim Maroc assets in the condition in which they shall be at the date of completion:

Contributed Asset (in MAD) Net accounting value as

at 31 12 2015 Contribution Value

Written off fixed assets 9 867 876.20 0.00

Intangible assets 856 253 710.46 5 812 832 015.29

Tangible assets 2 760 433 659.81 5 226 554 309.14

Property 408 916 526.34 607 773 364.36

Property development 14 047 655.09 1 882 190.00

Constructions 863 809 237.54 938 692 700.00

Technical facilities, equipment and machinery 1 309 031 922.94 3 490 456 884.15

Transport equipment 7 721 648.66 7 721 648.66

Furniture office equipment and miscellaneous upgrading 16 969 216.90 16 969 216.90

Assets under construction/ land 29 444 446.40 52 565 299.12

Other assets under construction 110 493 005.95 110 493 005.95

Financial assets 94 945 857.25 94 945 857.25

Other financial receivables 15 475 574.50 15 475 574.50

Equity securities 79 470 282.75 79 470 282.75

Total fixed assets (I) 3 721 501 103.72 11 134 332 181.68

Inventories 234 042 569.70 234 042 569.70

Current assets receivables 687 857 678.51 687 857 678.51

Creditors-debit balances, down payments and advances 11 182 575.28 11 182 575.28

Accounts receivable 489 203 523.03 489 203 523.03

Personnel 3 061 754.94 3 061 754.94

State 101 125 953.62 101 125 953.62

Partners’ accounts 58 545 000.00 58 545 000.00

Sundry debtors 21 313 285.83 21 313 285.83

Accruals and deferred income 3 425 585.81 3 425 585.81

Foreign exchange differences - assets 269 166.00 269 166.00

Total current assets (II) 922 169 414.21 922 169 414.21

Cash account – assets 55 879 467.38 55 879 467.38

Banks, Treasury 55 879 467.38 55 879 467.38

Total cash (III) 55 879 467.38 55 879 467.38

Total assets (I+II+III) 4 699 549 985.31 12 112 381 063.27

Source: Merger Treaty

6

Liabilities taken over (in MAD) Net accounting value as

at 31 12 2015 Contribution Value

Regulated provisions and for liabilities and charges 193 473 593.83 193 473 593.83

Subsidies for investments 10 333 333.10 10 333 333.10

Regulated provisions 2 045 797.82 2 045 797.82

Provisions for liabilities and charges 181 094 462.91 181 094 462.91

Current liabilities 606 292 727.97 1 115 757 507.97

Creditors and other accounts payable 326 315 572.63 326 315 572.63

Debtors-credit balances and advances 13 129 322.00 13 129 322.00

Personnel 67 691 307.29 67 691 307.29

Social entities 7 966 959.93 7 966 959.93

State 185 707 083.96 185 707 083.96

Partners’ accounts 197 122.14 197 122.14

Accruals and deferred income 5 285 360.02 5 285 360.02

Dividend payout (*)

509 464 780.00

Foreign exchange differences - liabilities 191 106.00 191 106.00

Cash - liabilities 1 667 216 635.47 1 667 216 635.47

Total liabilities 2 467 174 063.27 2 976 638 843.27


(*) Dividends paid on June 15th, 2016 for the 2015 financial year. These dividends will neither impact the determination of the exchange

ratio nor the contribution value

From the designations and assessments here-above, it appears that:

The assets contributed by Holcim Maroc are valued at MAD 12 112 381 063.27; and

The liabilities taken over by Lafarge Ciments are valued at MAD 2 976 638 843.27.

The net assets contributed by Holcim Maroc under the Merger are valued at MAD 9 135 742 220.

Lafarge Ciments will benefit, as the case may be, from the commitments received by Holcim Maroc and will

replace Holcim Maroc, and will be solely liable for all the commitments made by the latter.

The off-balance sheet commitments assessed at the date of completion of the Merger are as follows:

Beneficiary Amount in MAD

Third Parties 8 514 578.60

Mateen Immobilier 30 000 000.00

BMCE (for the ECOVAL credit line) 4 290 000.00


I.5. Determination of the merger premium

The net amount of the merger premium, i.e. MAD 8 272 903 860, comprises the difference between:

The net value of the assets contributed by Holcim Maroc, i.e. MAD 9 135 742 220 on the one hand and,

The sum corresponding to (i) the par value of the capital increase of Lafarge Ciments, i.e. MAD 178 065 360

and (ii) the amount to allocate to the “investment reserve” account corresponding to

MAD 684 773 000 MAD on the other hand.

7

I.6. Modalities for the treatment of fractional shares

The shareholders of Holcim Maroc which have an insufficient number of Holcim Maroc shares allowing them to

obtain a whole number of Lafarge Ciments shares, shall personally see to the purchase or sale of the necessary

number of Holcim Maroc shares for that purpose.

In order to facilitate this process, the Holcim Maroc fractional shares will be maintained to the negotiations to

be conducted with the Casablanca Stock Exchange for 20 working days, starting from the date of listing of the

new shares.

By the end of this 20 working days’ period, starting from the date of listing of the new shares and in order to

protect the interests of the Holcim Maroc shareholders, the Holcim Maroc fractional shares which did not lead

to a whole number of Lafarge Ciments shares will be grouped with the centralizing body for the Transaction

and converted into new Lafarge Ciments shares. These new shares will then be sold on the stock exchange by

said centralizing body in accordance with market conditions, within 5 working days and the proceeds from the

sale of the shares, in equivalent proportion and net of any charge, will be divided among the account-keeping

institutions of fractional shareholders on August 25th

, 2016. The account-keeping institutions will then have to

credit their clients with the amounts due on August 26th

, 2016.

It is stated that the shareholders of Holcim Maroc, which at the date of completion of the Merger, own double-

voting right shares (in accordance with the provisions of article 257 et seq. of the law relating to Limited

Companies (Sociétés anonymes) and of article 12 of the Holcim Maroc by-laws) shall lose this double-voting

right starting from the date of completion of the Merger, as the Lafarge Ciments bylaws do not provide for the

possibility of Holcim Maroc shareholders to retain such a right. The Holcim Maroc shareholders concerned shall

not be entitled to any compensation, of any kind, due to the loss of the aforementioned double-voting rights.

I.7. Resolutions proposed to the Lafarge Ciments EGM

The text of the draft resolutions particularly relating to the Merger, which will be submitted to the Lafarge

Ciments Extraordinary General Meeting convened on July 4th

, 2016, is presented as follows:

First resolution

The Extraordinary General Meeting:

After having taken note of the merger treaty dated April 25th

, 2016 concluded between Lafarge Ciments

and Holcim Maroc (the Merger Treaty), providing for the conditions and modalities of the universal

transmission of Holcim Maroc assets to Lafarge Ciments following the merger by absorption by the latter

of Holcim Maroc (the Merger),

After having heard the report of the Board of Directors and the report of the auditors on the modalities of

the Merger and on the contributions in kind, and

On the basis of the prospectus relating to the Merger approved by the AMMC,

Approves in all of its stipulations said Merger Treaty, under which Holcim Maroc contributes all of its assets and

liabilities to Lafarge Ciments, under the Merger.

The Extraordinary General Meeting notes that (i) the approval notice of the Merger was issued by the

Casablanca Stock Exchange, (ii) the approval of the prospectus relating to the Merger was issued by the AMMC

and (iii) the Holcim Maroc Extraordinary General Meeting and the Special Meeting for shareholders entitled to

double voting rights of Holcim Maroc held on this day, approved the Merger; accordingly, following this

meeting and stating that the conditions precedent governing the Merger are fulfilled, the Merger shall become

final.

8

In view of the above, Holcim Maroc will be dissolved without liquidation, at the end of this meeting.

Second resolution

After having heard the Board of Directors’ report and the Auditors’ report on the contributions in kind, the

Extraordinary General Meeting approves the contribution made under the Merger and the valuation that was

made, the net assets contributed by Holcim Maroc under the Merger being valued at MAD 9 135 742 220 on

the basis of assets contributed by Holcim Maroc valued at MAD 12 112 381 063.27 and liabilities taken over by

Lafarge Ciments valued at MAD 2 976 638 843.27.

Third resolution

The Extraordinary General Meeting, in consideration for the contribution of all of the assets transmitted by

Holcim Maroc to Lafarge Ciments, decided to issue 5 935 512 new shares (the New Shares) with a par value of

MAD 30 each, which will be attributed to Holcim Maroc shareholders at 1.20 Lafarge Ciments shares for one

Holcim Maroc share.

Accordingly, the General Meeting decided to increase its share capital by MAD 178 065 360, thus increasing the

share capital from MAD 524 073 390 to MAD 702 138 750, as well as increasing the total number of shares

making up the Lafarge Ciments share capital from 17 469 113 to 23 404 625 shares.

The New Shares to be created by Lafarge Ciments under the capital increase (i) shall be fully equivalent to the

existing shares in terms of rights and obligations (ii) shall be subject to all the provisions of the company's

bylaws and (iii) will bear current dividend rights so as to be fully equivalent to the existing Lafarge Ciments

shares at the date of completion of the Merger. Accordingly, the New Shares shall entitle the holders to the

distribution of profits or division of the reserves paid out by Lafarge Ciments for the financial year ended on

December 31st

, 2015.

The shareholders of Holcim Maroc which have an insufficient number of Holcim Maroc shares enabling them to



In order to facilitate this process, the Holcim Maroc fractional shares will be subject to the negotiations to be

conducted with the Casablanca Stock Exchange for 20 working days, starting from the date of listing of the New

Shares.

By the end of this 20 working days’ period, starting from the date of listing of the Shares and in order to protect

the interests of the Holcim Maroc shareholders, the Holcim Maroc fractional shares which did not lead to a

whole number of Lafarge Ciments shares will be grouped with the centralizing body for the Transaction and

converted into new Lafarge Ciments shares. These new shares will then be sold on the stock exchange by said

centralizing body in accordance with market conditions, within 5 working days and the proceeds from the sale

of the shares, in equivalent proportion and net of any charge, shall be divided among the account-keeping

institutions of fractional shareholders. The account-keeping institutions will then have to credit their clients

with the amounts due.


voting right shares (in accordance with the provisions of article 257 et seq. of law 17-95 on Limited Companies

(Sociétés Anonymes) and with article 12 of the Holcim Maroc by-laws) shall lose this double-voting right

starting from the date of completion of the Merger, as the Lafarge Ciments bylaws do not provide for the

possibility of Holcim Maroc shareholders to retain such a right. The Holcim Maroc shareholders concerned shall

not be entitled to any compensation, of any kind, due to the loss of the aforementioned double-voting rights.

9

The difference between:



and (ii) the amount to allocate to the “investment reserve” account corresponding to MAD

684 773 000 MAD on the other hand,

shall comprise the net amount of the merger premium, i.e. MAD 8 272 903 860, which shall be entered on a

“merger premium” account in the liabilities of the balance sheet of Lafarge Ciments and which will relate to the

rights of the existing and new shareholders of Lafarge Ciments.

The Extraordinary General Meeting also authorizes the Board of Directors to:

deduct all of the expenses, duties and fees incurred by the Merger from the merger premium, as well as all

the amounts required for the satisfactory implementation of the absorption of the rights and

commitments of Holcim Maroc by Lafarge Ciments;

deduct the amounts required for the allocation to the legal reserve and the regulated provisions from the

merger premium; and

deduct the amounts of any omitted or unrevealed liability concerning the contributed assets from the

merger premium.

Fourth resolution

Having regard to the aforementioned adopted resolutions and after having heard the Board of Directors’

report, the Extraordinary General Meeting decided to change the corporate name of Lafarge Ciments which

shall henceforth be called “LafargeHolcim Maroc” instead of “Lafarge Ciments”.

Fifth resolution

Having regard to the aforementioned adopted resolutions and after having heard the Board of Directors’

report, the Extraordinary General Meeting decided to amend articles 2 and 6 of the Lafarge Ciments bylaws as

follows:

“Article 2: Corporate name

The corporate name is “LafargeHolcim Maroc”.

In all acts and documents (…).”

“Article 6: Share capital

The share capital is set at seven hundred and two million one hundred and thirty-eight thousand seven hundred

fifty (702 138 750) Moroccan dirhams and is divided into twenty-three million four hundred four thousand six

hundred twenty-five (23 404 625) shares with a par value of thirty (30) Moroccan dirhams each, numbered from

1 to 23 404 625.”

Sixth resolution

The Extraordinary General meeting grants full powers to the bearer of an original, extract or copy of these

minutes to carry out all the necessary formalities required by law.

I.8. Resolutions proposed to the Holcim Maroc EGM

The text of the draft resolutions particularly relating to the Merger, which will be submitted to the Holcim

Maroc Extraordinary General Meeting convened on July 4th


10

First resolution

The Extraordinary General Meeting:

After having taken note of the merger treaty dated April 25th

, 2016 concluded between Holcim Maroc and

Lafarge Ciments (the Merger Treaty), providing for the conditions and modalities of the transmission of all

Holcim Maroc assets to Lafarge Ciments following the merger by absorption by the latter of Holcim Maroc

(the Merger),

After having heard the report of the Board of Directors and the report of the auditors on the modalities of

the Merger and on the contributions in kind, and

On the basis of the prospectus relating to the Merger approved by the AMMC,

Approves in all of its stipulations said Merger Treaty, under which Holcim Maroc contributes all of its assets and

liabilities to Lafarge Ciments, under the Merger.

The Extraordinary General Meeting notes that (i) the approval notice of the Merger was issued by the

Casablanca Stock Exchange, (ii) the approval of the prospectus relating to the Merger was issued by the AMMC;

and accordingly, following this general meeting and after the approval of the Merger by the Special Meeting for

shareholders entitled to double voting rights for Holcim Maroc as well as by the Lafarge Ciments Extraordinary

General Meeting which shall be held on this day, the Merger shall become final.

In consideration for the contribution of all of the assets transmitted to it by Holcim Maroc, Lafarge Ciments

shall decide to issue 5 935 512 new shares (the New Shares) with a par value of MAD 30 each, which will be

attributed to Holcim Maroc shareholders at 1.20 Lafarge Ciments shares for one Holcim Maroc share.

Accordingly, Lafarge Ciments shall decide to increase its share capital by MAD 178 065 360, thus increasing the

share capital from MAD 524 073 390 to MAD 702 138 750, and increasing the total number of shares making

up the Lafarge Ciments share capital from 17 469 113 to 23 404 625 shares.

The New Shares to be created by Lafarge Ciments under the capital increase (i) shall be fully equivalent to the

existing shares in terms of rights and obligations (ii) shall be subject to all the provisions of the company's

bylaws and (iii) will bear current dividend rights so as to be fully equivalent to the existing Lafarge Ciments

shares at the date of completion of the Merger. Accordingly, the New Shares shall entitle the holders to the

distribution of profits or division of the reserves that may be paid out by Lafarge Ciments starting from the date

of completion of the Merger, it being specified as the case may be that the new shares to be created by Lafarge

Ciments shall not be entitled to any dividend paid out by Lafarge Ciments for the financial year ended on

December 31st

, 2015.

The shareholders of Holcim Maroc who have an insufficient number of Holcim Maroc shares enabling them to



In order to facilitate this process, the Holcim Maroc fractional shares will be subject to the negotiations to be

conducted with the Casablanca Stock Exchange for 20 working days, starting from the date of listing of the New

Shares.

By the end of this 20 working days’ period, starting from the date of listing of the Shares and in order to protect

the interests of the Holcim Maroc shareholders, the Holcim Maroc fractional shares which did not lead to a

whole number of Lafarge Ciments shares will be grouped with the centralizing body for the Transaction and

converted into new Lafarge Ciments shares. These new shares will then be sold on the stock exchange by said

centralizing body in accordance with market conditions, within 5 working days and the proceeds from the sale

of the shares, in equivalent proportion and net of any charge, shall be divided among the account-keeping

institutions of fractional shareholders. The account-keeping institutions will then have to credit their clients

with the amounts due.

11


voting right shares (in accordance with the provisions of article 257 et seq. of law 17-95 on Limited Companies

(Sociétés Anonymes) and of article 12 of the Holcim Maroc by-laws) shall lose this double-voting right starting

from the date of completion of the Merger, as the Lafarge Ciments bylaws do not provide for the possibility of

Holcim Maroc shareholders to retain such a right. The Holcim Maroc shareholders concerned shall not be

entitled to any compensation, of any kind, due to the loss of the aforementioned double-voting rights.

The difference between:



and (ii) the amount to allocate to the “investment reserve” account corresponding to MAD

684 773 000 MAD on the other hand,

shall comprise the net amount of the merger premium, i.e. MAD 8 272 903 860, which shall be entered on a

“merger premium” account under the liabilities of Lafarge Ciments and which will relate to the rights of the

existing and new shareholders of Lafarge Ciments.

Second resolution

The Extraordinary General Meeting takes note of the automatic dissolution of Holcim Maroc which shall be

definitively completed after the approval and the ratification of the Merger by the Special Meeting for

shareholders entitled to double voting rights for Holcim and following the Extraordinary General Meeting of

Lafarge Ciments which shall state the final completion of the Merger, it being stipulated that no closing

transaction shall be made since all of the Holcim Maroc assets will be transferred to Lafarge Ciments under the

Merger.

Third resolution

The Extraordinary General Meeting grants full powers to the bearer of an original, extract or copy of these


I.9. Resolutions proposed to Special Meeting of Holcim Maroc

The text of the draft resolutions particularly relating to the Merger, which will be submitted to the Holcim

Maroc Special Meeting scheduled on July 4th


First resolution

The Special Meeting, acting under the conditions of quorum and majority required for special meetings:

(i) After having taken note of:

the merger treaty (including its annexes) dated April 25th

, 2016 concluded between Holcim Maroc and

Lafarge Ciments (the Merger Treaty), providing for the conditions and modalities of the transmission of all

Holcim Maroc assets to Lafarge Ciments following the merger by absorption by the latter of Holcim Maroc

(the Merger),

the reports of the Board of Directors to the Special Meeting for shareholders entitled to double voting

rights and the report of the auditors on the modalities of the Merger and on the contributions in kind,

the prospectus relating to the Merger approved by the AMMC, and

12

(ii) after having noted:

that the Extraordinary General meeting for Holcim Maroc shareholders approved the Merger,

that the Holcim Maroc shareholders which, at the date of completion of the Merger, own double-voting

right shares (in accordance with the provisions of article 257 et seq. of law 17-95 on Limited Companies

(Sociétés Anonymes) and of article 12 of the Holcim Maroc by-laws) shall lose this double-voting right

starting from the date of completion of the Merger, as the Lafarge Ciments bylaws do not provide for the

possibility of Holcim Maroc shareholders to retain such a right and the Holcim Maroc shareholders

concerned shall not be entitled to any compensation, of any kind, due to the loss of the aforementioned

double-voting rights.

Decides in application of provisions 113 and 231 of law 17-95 relating to limited companies (Sociétés

Anonymes), to approve and ratify the Merger and the loss of double voting rights resulting from it for the

Holcim Maroc shareholders with double voting rights starting from the date of completion of the Merger.

Second resolution

The Extraordinary General meeting grants full powers to the bearer of an original, extract or copy of these


II. Impact of the Transaction on the shareholding structure

In exchange of the merger-contribution, Lafarge shall increase its share capital by creating 5 935 512 new

shares, which shall be attributed to previous shareholders of Holcim Maroc on the basis of the agreed

exchange ratio of 1.20 Lafarge Ciments shares for 1 Holcim Maroc share. Following the Merger, the capital

allocation of Lafarge Ciments should be as follows:

Shareholders

Before the Merger After the Merger

Number of shares

% of the capital and of voting rights

Number of shares % of the capital and

of voting rights

Lafarge Maroc 12 127 798 69.42% 12 127 798 51.82%

Islamic Development Bank 953 328 5.46% 1 649 266(*) 7.05%

CIMR 112 094 0.64% 112 094 0.48%

Lafarge Cementos 111 651 0.64% 111 651 0.48%

HOLCIBEL1 0 0.00% 2 576 520 11.01%

Holcim Maroc International 0 0.00% 451 854 1.93%

Miscellaneous shareholders 4 164 242 23.84% 6 375 442 27.24%

Total 17 469 113 100.00% 23 404 625 100.00%

Source: Lafarge Ciments

(*) Number of shares of IDB after the Merger provided for information purposes (calculation rounded down to the nearest whole number)

III. Governance of the company after the capital increase

There is no intention to make changes in the composition of the governing bodies of Lafarge Ciments upon

completion of the Merger. Also, the Lafarge Ciments auditors shall pursue their current mandate after the

completion of the Merger.

IV. Amendment of the by-laws following the Transaction

Following the merger-absorption Transaction, the Lafarge Ciments by-laws shall be amended as follows:

1 Holcibel is a holding company which is 100% owned by LafargeHolcim Ltd.

13

“Article 2: Corporate name

The corporate name is “LafargeHolcim Maroc”.

In all acts and documents (…).”

“Article 6: Share capital

The share capital is set at seven hundred and two million one hundred and thirty-eight thousand seven hundred

fifty (702 138 750) Moroccan dirhams and is divided into twenty-three million four hundred four thousand six

hundred twenty-five (23 404 625) shares with a par value of thirty (30) Moroccan dirhams each, numbered from

1 to 23 404 625.”

V. Rebalancing after the Transaction

LafargeHolcim group and SNI group intend to proceed with a rebalancing of shares with the aim of:

Maintaining a joint ownership of the Lafarge Maroc share capital between both of these groups; and

Enabling Lafarge Maroc to conserve a majority of the share capital and the control of LafargeHolcim

Maroc.

As such, both groups plan on carrying out rebalancing transactions immediately following the merger

absorption of Holcim Maroc by Lafarge Ciments. Said operations are broken down into two steps:

The sale by the LafargeHolcim group entities of half of the new LafargeHolcim Maroc shares to SNI which

shall be received by said LafargeHolcim group entities at the end of the Merger;

A contribution of new LafargeHolcim Maroc shares which will be owned by SNI and the LafargeHolcim

group in favor of Lafarge Maroc, as a remuneration by way of which the contributors will receive new

Lafarge Maroc shares.

First step

Following the sale by the LafargeHolcim group entities of half of the new LafargeHolcim Maroc shares to SNI

which shall be received by said LafargeHolcim group entities at the end of the Merger (i.e. the sale of 1 062 333

and 451 854 shares respectively by Holcibel and Holcim Maroc International), the shareholding of the future

LafargeHolcim Maroc should evolve as follows:

Shareholders

After the merger and before the sale After the sale

Number of shares % of the capital

and of voting rights



Lafarge Maroc 12 127 798 51.82% 12 127 798 51.82%

Islamic Development Bank 1 649 266 7.05% 1 649 266 7.05%

CIMR 112 094 0.48% 112 094 0.48%

Lafarge Cementos2 111 651 0.48% 111 651 0.48%

HOLCIBEL 2 576 520 11.01% 1 514 187 6.47%

Holcim Maroc International 451 854 1.93% 0 0.00%

SNI 0 0.00% 1 514 187 6.47%


Total 23 404 625 100.00% 23 404 625 100.00%

Source: LafargeHolcim, SNI

N.B.: As the Company is listed on the Casablanca Stock Exchange, the number of shares owned by each shareholder above could change

2 Subsidiary under Moroccan law, 98.28% owned by Lafarge Ciments

14

Second step

Following the contribution to Lafarge Maroc of new LafargeHolcim Maroc shares which will be owned by SNI

(1 514 187 shares) and the LafargeHolcim group (1 514 187 shares), the LafargeHolcim Maroc shareholding

should evolve as follows:

Shareholders

Before the contribution After the contribution





Lafarge Maroc 12 127 798 51.82% 15 156 172 64.76%

Islamic Development Bank 1 649 266 7.05% 1 649 266 7.05%

CIMR 112 094 0.48% 112 094 0.48%

Lafarge Cementos2 111 651 0.48% 111 651 0.48%

HOLCIBEL 1 514 187 6.47% 0 0.00%

SNI 1 514 187 6.47% 0 0.00%


Total 23 404 625 100.00% 23 404 625 100.00%


N.B.: As the Company is listed on the Casablanca Stock Exchange, the number of shares owned by each shareholder above could change

As a result of these transactions aiming at rebalancing the equity ownership, Lafarge Maroc, the capital of

which should be equally owned between the SNI group and the LafargeHolcim group, should itself own 64.76%

of the capital and voting rights of LafargeHolcim Maroc.

The diagram below summarizes the evolution of the Lafarge Ciments shareholding structure between the

current structure and the intended structure following the merger and rebalancing:

Evolution of the Lafarge Ciments shareholding structure


VI. Transaction amount

The total amount of the Transaction is MAD 9 135 742 220, corresponding to the value of the net assets

contributed by Holcim Maroc. In consideration for this contribution, Lafarge Ciments will increase its capital by

a par value amount of MAD 178 065 360 by issuing 5 935 512 new shares (the New Shares) with a par value of

MAD 30 each.

Lafarge Maroc

LafargeHolcimSNI

50,0% 50,0%

Lafarge Ciments

Autres

69,42%

30,58%

Before Fusion After Fusion and rebalancing

Lafarge Maroc

LafargeHolcimSNI

LafargeHolcimMaroc

Autres

64,76%

35,24%

50,0% 50,0%

15

The difference between the total amount of the contribution and the amount of the capital increase comprises

the gross amount for the merger premium, including a total of MAD 8 957 676 860 in investment reserves.

After allocating MAD 684 773 000 to the “investment reserve” account, the net amount for the merger

premium stands at MAD 8 272 903 860.

VII. Information relating to the shares to be issued

Nature of the shares Shares of Lafarge Ciments all belong to the same category

Legal form of the shares The new Lafarge Ciments shares shall be entirely dematerialized and registered in an account with Maroclear

Number of shares to be issued 5 935 512 shares

Issue Price MAD 1 539.17 per share

Par value MAD 30 per share

Merger premium MAD 1 509.17 MAD per share

Date of entitlement January 1st

, 2016

Tradability of shares The shares issued are freely tradable at the Casablanca Stock Exchange

Listing line The shares issued under this capital increase are traded in the 1st

line

Paying up of shares The shares issued shall be completely paid up and free of any liabilities

Associated rights All the new shares to be created by Lafarge Ciments give entitlement to profits and are fully equivalent to the existing shares in terms of rights and obligations.

VIII. Elements to appraise the issue price

VIII.1. Methods for Company Valuations

As part of the valuation of Lafarge Ciments and Holcim Maroc and the determination of the resulting exchange

ratio, all of the appropriate valuation methods were considered and particularly:

Stock prices;

Discounted Cash-Flows or DCF;

Trading multiples of comparable companies;

Transaction multiples of comparable companies;

Dividend discount methodology (DDM);

Revalued net asset (RNA).

VIII.1.1. Discarded valuation methods

Taking into account certain features that are specific to the companies being valued, to their sector, and to

their national context, some of these methods were discarded from the valuation work, in order to avoid any

significant bias in the final result of this exercise.

Trading multiples of comparable companies

This method is an analog valuation method making it possible to assess the value of a company on the basis of

the valuation levels of comparable companies listed on the stock market.

16

Once the sample of comparable companies is determined, the principle consists in (i) selecting the key

indicators which will serve as a basis for the comparison (volumes sold, turnover, EBITDA, operating income,

net income, equity capital, etc.), (ii) calculating the multiples on the basis of the stock exchange value and the

aggregates of the peers and (iii) then applying these multiples to the aggregates of the company being valued.

Among these multiples, it is important to distinguish between the direct multiples (PER and P/B) making it

possible to directly engage the value of the equity capital, the indirect multiples (EV/ Volumes sold, EV/

Turnover, EV/EBITDA, EV/EBIT) which result in the calculation of an enterprise value from which the net debt of

the company must be deducted.

At the national level, due to an insufficient number of comparable companies listed on the Moroccan stock

market, it is not possible to constitute a significant sample.

At the international level, and given the specificities of the Moroccan cement sector particularly arising from

the differences in the growth and risk profiles between countries, it is not possible to constitute a comparable

sample of listed companies upon which the valuation work can be based.

Furthermore, Lafarge Ciments and Holcim Maroc have different margin and profitability levels, hence rendering

the method irrelevant for the determination of the exchange ratio.

Transaction multiples of comparable companies

This method is based on the valuation of a company on the basis of the resulting valuation multiples for a

sample of comparable transactions engaged in the cement sector between companies with similar financial

and operational features to those of the company being valued.

At the national level, the transaction does not have any comparables (i.e. merger absorption between two

major listed companies from the cement sector).

At the international level, the same rationale relating to the specificities of the Moroccan cement market

presented above justify the decision to discard this method.

Discounting future dividends

This method is based on the assumption that future dividends will be paid. However, the dividend payment

policy depends on several factors (profitability level, payout rate, leverage), which are very difficult to

anticipate accurately for a valuation exercise.

Revalued Net Asset

The Revalued Net Asset method consists in separately valuating the different assets and liabilities of

companies, without taking their future prospects into account. This method is generally applicable (i) in a

context of liquidation of assets, in order to provide a more efficient allocation of resources, or (ii) for the

valuation of finance or holding companies. Since Lafarge Ciments and Holcim Maroc do not meet the

conditions for this valuation method, the latter was discarded.

VIII.1.2. Methods used for the valuation of the shareholders' equity of Lafarge Ciments and Holcim Maroc

The stock market prices method is the most relevant to determine the exchange ratio of two companies listed

in the Casablanca Stock Exchange that have enough liquidity and depth for the valuation exercise.

This method should nonetheless be reinforced by a fundamental method, i.e. by discounting future cash flows.

Indeed, the latter is based on the projected business plan of each company over an explicit and coherent time

17

horizon, while taking their historical financial aggregates and forecasted development plans into account,

irrespective of the synergies resulting from their merger (i.e. BP stand alone).

VIII.1.3. The stock market prices method

Presentation of the method

Valuation using stock prices consists in learning about the value of a company on the basis of its stock price

observed over various time periods. The relevance of this method is based on stock market efficiency, on the

one hand, and the stock's liquidity on the other hand.

Lafarge Ciments and Holcim Maroc being companies listed in the Casablanca Stock Exchange and having a

relatively significant liquidity, the stock prices allow us to assess the respective value of their shareholders'

equity based on a weighted average of the stock price over a representative time horizon.

The table below summarizes the stock prices observed over different time periods, based on spot prices or

average prices of Lafarge Ciments and Holcim Maroc, weighted according to the transactions volumes over

these periods3:

In MAD/share Lafarge Ciments Holcim Maroc Resulting exchange ratio

Spot price on March 11th

, 2016 1 710 1 780 1.04x

1-month WASP 1 655 1 759 1.06x

3-month WASP 1 638 1 732 1.06x

6-month WASP 1 641 1 765 1.08x

Average 1 661 1 759 1.06x

Source: CFG Bank Corporate Finance, Attijari Finances Corp.

Hence, based on the stock market prices method, the value per share (cum-dividend) of Lafarge Ciments stands

at MAD 1 661 versus a value per share (cum-dividend) of Holcim Maroc at MAD 1 759.

Consequently, the resulting exchange ratio using the stock market prices method stand at 1.06x.

VIII.1.4. Discounted Cash Flows Method

Introduction

Lafarge Ciments prepares and publishes its consolidated accounts based on IFRS, whereas Holcim Maroc uses

Moroccan standards.

However, all the internal reporting, analytical data and financial forecasts of Holcim Maroc are prepared in

accordance with IFRS, just like LafargeHolcim Ltd. For Holcim Maroc, the main difference between the two

standards comes from amortization, which is recorded in IFRS accounts on the basis of economic useful lives,

rather than fiscal as is the case for accounts using Moroccan accounting standards.

Within the framework of this Transaction, and in order to harmonize and compare the accounts used, the

valuation work using the Discounted Cash Flow method, or DCF, was prepared based on the historical accounts

and operating forecasts in accordance with IFRS.

Presentation of the method

The DCF method measures a company's ability to create value. Value creation represents the difference

between return on capital employed and the required rate of return of shareholders and creditors.

3 The historical prices selected end on March 11th, 2016, i.e. prior to the merger announcement by the company's reference shareholders (on March 17th, 2016)

18

This valuation method provides a dynamic vision of a company's value, and is based on cash flow projections

from operations, taking into account the main factors impacting the economic value of equity, such as

development projects and economic return. These cash flows are subsequently discounted using a rate that

takes into account the financial structure and intrinsic risk.

The enterprise value (EV) on January 1st

, 2016, also called the economic value of equity, is estimated by

discounting the projected free cash flows and includes:

The discounted value of free cash flows over the explicit time period (from January 1st

, 2016 to December

31st

, 2021);

The terminal value (TV) represents the enterprise value at the end of the explicit time horizon. It is

determined using the Gordon Shapiro method, by discounting to perpetuity the normative increasing free

cash flow at a determined rate:

Where:

WACC: Weighted Average Cost of Capital;

Normative cash flow: computed based on the free cash flow as at the end of 2021;

g: Perpetuity growth rate set at 2.0%.

The value of shareholders' equity (Vse) is calculated as follows:

Where:

EV: Enterprise Value on January 1st

, 2016;

NFD: Net Financial Debt as at December 31st

, 2015.

Calculating the discount rate

The discount rate used for the valuation of shareholders' equity in the DCF method is equal to the Weighted

Average Cost of Capital (WACC).

The WACC corresponds to the weighted average return required by all the company's fund providers. The said

return is hence recreated by evaluating the cost of the various financial securities issued by the company (cost

of shareholders' equity and cost of debt) according to the following formula:

Where:

re: Cost of shareholders' equity;

E: Market value of the shareholders' equity;

D: Market value of the debt (with D/E = 30%);

rd: Cost of debt before taxes (5%);

T: Corporate income tax rate (31%).

The cost of shareholder's equity, which emerges at 11.5%, is calculated as follows:

19

Where:

rf: Risk-free rate (Rate of 10-year T-bills in the secondary market on March 8th

, 2016, i.e. 3.22%4);

βe: Levered beta (see calculation below);

rm: Risk premium for the stock market (i.e. 6.5%5);

The beta used corresponds to the average unlevered beta of a sample of listed national and international

companies operating in the cement industry. The following table provides the details of this sample:

Average levered betas Average unlevered betas

Morocco 1.36 1.20

Lafarge Ciments 1.75 1.72

Holcim Maroc 1.23 0.78

Ciments du Maroc 1.09 1.09

Emerging countries (average of 214 companies in the industry)6 1.04 0.92

Average 1.20 1.06

Source: CFG Research, Attijari Intermédiation and Damodaran

To calculate the unlevered beta from the historical levered beta, the following formula is used:

βu: Unlevered beta;

βl: Levered beta;

T: Effective corporate tax rate;

D/E: Debt-equity ratio.

On this basis, by considering a levered beta of 1.28 (calculated by relevering the average unlevered beta of 1.06

using the formula below), an after-tax cost of debt of 3.5% and a target debt ratio of 30%, the WACC of Lafarge

Ciments and Holcim Maroc stands at a level of 9.66%.

Net financial debt

As explained above, the DCF method takes into account the net financial debt of the companies as at

December 31st

, 2015, which stands at MAD 121 M for Lafarge Ciments and MAD 1 582 M for Holcim Maroc.

4 Source: CFG Research and Attijari Intermédiation 5 Source: Average risk premiums used by CFG Research and Attijari Intermédiation 6 The average beta of companies from emerging markets was gathered from the site of Damodaran, which does not provide any details on the list of selected companies. Only the overall number of companies is communicated.

20

Valuation of Lafarge Ciments using the DCF method

In MAD millions 2016 2017 2018 2019 2020 2021 Normative

flows

EBITDA 2 706 2 804 3 004 3 360 3 868 4 329 4 329

Theoretical CIT -751 -788 -855 -776 -992 -1 165 -1 290

Variation of WCR -9 -21 -35 -46 -61 -66 -16

Investments -400 -1 076 -1 951 -1 049 -184 -198 -168

= FCFF 1 546 919 163 1 488 2 630 2 900 2 855

+ Sum of 2016-2021 discounted FCFF 6 652

+ Discounted terminal value 21 848

= Enterprise value on 01/01/2016 28 500

- Net debt as at 31/12/2015 121

= Shareholders' equity value 28 379

Value per share 1 625

Source: Lafarge Ciments and Holcim Maroc

Based on a discount rate of 9.66% and a perpetuity growth rate of 2.0%, the shareholders' equity value of

Lafarge Ciments stands at MAD 28 379 M, corresponding to a value per share of MAD 1 625 (cum-dividend).

Valuation of Holcim Maroc using the DCF method

In MAD millions 2016 2017 2018 2019 2020 2021 Normative

flows

EBITDA 1 377 1 417 1 521 1 533 1 547 1 575 1 575

Theoretical CIT -294 -328 -391 -400 -405 -413 -457

Variation of WCR -28 -7 -24 -2 -3 -5 -7

Investments -30 -100 -100 -100 -100 -100 -100

= FCFF 1 025 982 1 006 1 031 1 040 1 057 1 010

+ Sum of 2016-2021 discounted FCFF 4 491

+ Discounted terminal value 7 731

= Enterprise value on 01/01/2016 12 222

- Net debt as at 31/12/2015 1 582

= Shareholders' equity value 10 640

Value per share 2 151

Source: Lafarge Ciments and Holcim Maroc

Based on a discount rate of 9.66% and a perpetuity growth rate of 2.0%, the shareholders' equity value of

Holcim Maroc stands at MAD 10 640 M, corresponding to a value per share of MAD 2 151 (cum-dividend).

Hence, based on the DCF method, the value per share (cum-dividend) of Lafarge Ciments stands at MAD 1 625

versus a value per share (cum-dividend) of Holcim Maroc of MAD 2 151.

Consequently, the exchange ratio resulting from the DCF method amounts to 1.32x.

21

VIII.1.5. Summary of the valuation methods and resulting exchange ratio

The table below shows a summary of the values of Lafarge Ciments and Holcim Maroc calculated using the

selected methods, as well as the resulting exchange ratio:

In MAD Value per share Lafarge Ciments (cum-dividend)

Value per share Holcim Maroc

(cum-dividend)

Resulting exchange ratio

Stock prices 1 661 1 759 1.06x

Discounted cash flows 1 625 2 151 1.32x

Average 1 643 1 955 1.19 x

Source: CFG Bank Corporate Finance, Attijari Finances Corp.

The average exchange ratio using the selected methods stands at 1.20x (rounded figure).

The selected value per share (cum-dividend) is MAD 1 625 and MAD 1 950 respectively for Lafarge Ciments and

Holcim Maroc.

IX. Financial Intermediaries

Financial intermediaries Corporate name Address

Financial advisors CFG Bank Corporate Finance

Attijari Finances Corp. 5-7 Ibnou Toufail street, Casablanca 163 Avenue Hassan II, Casablanca

Centralizing body for the Transaction Attijariwafa bank 2, bd. Moulay Youssef, Casablanca

Institution in charge of the registration of the transaction with the Casablanca Stock Exchange

Attijari Intermédiation 163 Avenue Hassan II, Casablanca

X. Transaction Schedule

Order Steps Date

1 Receipt of the complete file of the Transaction by the Casablanca Stock Exchange 17/06/2016

2 Issuance of the notification of approval of the Transaction by the Casablanca Stock Exchange

24/06/2016

3 Receipt by the Casablanca Stock Exchange of the prospectus approved by the AMMC 24/06/2016

4 Publication of an extract from the prospectus in an official gazette 27/06/2016

5 Publication of the notices relating to the Transaction in the market bulletin (capital increase and change of corporate name)

27/06/2016

6

- Trading halt of the securities of Holcim Maroc

04/07/2016 - Meeting of the bodies that should ratify the transaction and decide on the change of corporate name (EGM and SM)

7 Receipt of the minutes of the body that recorded the capital increase (EGM and SM) and decided on the change of corporate name

05/07/2016

8

- Calculation by the account-keeping institutions of the positions of holders of Holcim Maroc shares - Sending of the positions of holders of Holcim Maroc shares that must be converted by the account-keeping institutions to the centralizing body for the Transaction

12/07/2016

9 Automatic conversion of Holcim Maroc shares (not impacted by the fractional shares) into LafargeHolcim Maroc shares

13/07/2016

10

- Admission of the new Lafarge Holcim Maroc shares - Recording of the Transaction in the stock exchange - Announcement of the results of the Transaction on the Market Bulletin - Trade resumption of the Holcim Maroc shares: Opening of the period for negotiating and converting fractional shares

14/07/2016

22

Order Steps Date

11 Closing of the period for negotiating Holcim Maroc fractional shares 10/08/2016

12 Delisting of Holcim Maroc shares 11/08/2016

13

- Sending by the account-keeping institutions to the centralizing body for the Transaction of the positions of holders of residual fractional shares of Holcim Maroc which must be converted - Automatic conversion of Holcim Maroc shares (affected by the fractional shares) into LafargeHolcim Maroc shares

15/08/2016

14 Transfer of LafargeHolcim Maroc shares resulting from the automatic conversion of Holcim Maroc shares affected by the fractional shares

from 16/08/2016 to 22/08/2016

15 Allocation by the centralizing body for the Transaction of the proceeds from the sale between the account-keeping institutions that own fractional shares

25/08/2016

16 Allocation of the proceeds from the sale by the account-keeping institutions that own fractional shares to their clients

26/08/2016

XI. Exchange of securities

The exchange of securities will take place on July 13th

, 2016 for Holcim Maroc shares that are not affected by the fractional shares. The conversion of the Holcim Maroc shares affected by the fractional shares will be carried out on August 15

th, 2016.

XII. Beneficiaries of the Transaction

The capital increase resulting from the Merger is reserved for shareholders of Holcim Maroc.

XIII. Exchange ratio

The exchange ratio stands at 1.2 Lafarge Ciments shares for (1) Holcim Maroc share.

XIV. Characteristics of the stock exchange listing of the new shares

Sector Construction and Building Materials

Short Name (NSC) LAFARGEHOLCIM MAR

Long Name LafargeHolcim Maroc

Code 3800

Ticker LHM

ISIN Code MA0000012320

Compartment Main market

Trading method Continuous

Date of listing of the new shares July 14th

, 2016

Body in charge of registering the Transaction in the Casablanca Stock Exchange

Attijari Intermediation

XV. Registering of the Transaction in the Casablanca Stock Exchange

The Transaction will be registered in the Casablanca Stock Exchange by Attijari Intermediation.

23

PART II. PRESENTATION OF LAFARGE CIMENTS

I. Activity of Lafarge Ciments

Lafarge Ciments is an industrial group specialized in the establishment and operation of plants for cement and

building materials, as well as in the production and sale of aggregates and hydraulic binders that can be used in

construction and public works, particularly clinker, cement, concrete, granulate and lime.

The legal structure of Lafarge Ciments group as at December 31st

, 2015 was as follows:

Legal structure of Lafarge Ciments group as at December 31st

, 2015


II. Detailed information of the capital of Lafarge Ciments

On the eve of this Transaction, the share capital of Lafarge Ciments stood at MAD 524 073 390, fully paid-up,

composed of 17 469 113 shares with a par value of MAD 30 each.

As at December 31st

, 2015, the shareholding structure of Lafarge Ciments was as follows7:

Number of shares

held % of the capital and

voting rights

Lafarge Maroc 12 127 798 69.42%

Islamic Development Bank 953 328 5.46%

CIMR 112 094 0.64%

Lafarge Cementos 111 651 0.64%

Other shareholders 4 164 242 23.84%

Total 17 469 113 100%


The shareholding structure of Lafarge Ciments as detailed in the table above has not experienced any changes

over the past five fiscal years.

The company has been listed in the Casablanca Stock Exchange since February 1997.

7 The shareholding structure remains unchanged on the eve of this transaction

Lafarge Ciments

Lubasa Maroc SALafarge Cementos

S.A. (Maroc)

Lafarge CalcinorMaroc

CEVAL GIE

25,0%98,28% 100,0%

50,0%

ECOCIM

45,0%

Liquidated

0,64%

24

III. Composition of the Board of Directors

At the time of drafting of this prospectus, the Board of Lafarge Ciments was composed as follows:

Members of the Board of Directors Function Start date Date of the latest renewal of the mandate

Expiry of the current mandate

Mr. Mohamed Kabbaj Chairman Board meeting of January 19

th, 1994

AGM of April 29th

, 2014

AGM of 2017 called to approve the 2016 accounts

Mr. Christian Herrault Vice-Chairman Director

Board meeting of March 6

th, 2012

AGM of April 29th

, 2014

Mr. Aymane Taud Vice-Chairman Director

Board meeting of July 2

nd, 2009

AGM of April 29th

, 2014

Mr. Marcel Cobuz Director General Manager

Board meeting of June 2

nd, 2015

AGM convened on an extraordinary basis on July 7

th, 2015

Mr. Hassan Ouriagli Director Board meeting of December 11

th,

2014 AGM of April 27

th, 2015

Mr. Saâd Sebbar Director Board meeting of March 6

th, 2012

AGM of April 29th

, 2014

Mr. Abdelmjid Tazlaoui Director Board meeting of September 22

nd,


th, 2016

Islamic Development Bank (currently represented by Mr. Abderrahmane El Medkouri)

Director Board meeting of November 26

th,


th, 2014

Caisse de Dépôt et de Gestion (currently represented by Mr. Omar Lahlou)


th,


th, 2014

Caisse Interprofessionnelle Marocaine de Retraite (currently represented by Mr. Khalid Cheddadi)


th,


th, 2014

Lafarge S.A. (currently represented by Mr. José Antonio Primo)


th,


th, 2014


25

PART III. PRESENTATION OF HOLCIM MAROC

I. Activity of Holcim Maroc

Holcim Maroc is an industrial facility specialized in the production and sale of building materials such as

aggregates and hydraulic binders that can be used in construction and public works, particularly clinker,

cement, asphalt binders, concrete, sand and granulate.

The legal structure of Holcim Maroc group as at December 31st

, 2015 was as follows:

Legal structure of Holcim Maroc as at December 31st

, 2015

Source: Holcim Maroc

II. Detailed information of the capital of Holcim Maroc

On the eve of this Transaction, the share capital of Holcim Maroc stood at MAD 494 626 000, fully paid-up and

divided into 4 946 260 shares with a par value of MAD 100 each.

On the eve of the Transaction, the shareholding structure of the Company was as follows:

2011 2012 2013 2014 2015

Shareholders Shares

held % of the

capital Shares

held % of the

capital Shares

held % of the

capital Shares

held % of the

capital Shares

held % of the

capital

Holcibel SA 2 147 100 51.00% 2 147 100 51.00% 2 147 100 43.40% 2 147 100 43.40% 2 147 100 43.40%

Islamic Development Bank (IDB)

579 949 13.80% 579 949 13.80% 579 949 11.70% 579 949 11.70% 579 949 11.70%

Holcim Maroc International (HMI)

- - - - 376 545 7.60% 376 545 7.60% 376 545 7.60%

Free float 1 482 951 35.20% 1 482 951 35.20% 1 842 666 37.30% 1 842 666 37.30% 1 842 666 37.30%

Total 4 210 000 100.00% 4 210 000 100.00% 4 946 260 100.00% 4 946 260 100.00% 4 946 260 100.00%


26

III. Composition of the Board of Directors

At the time of drafting of this prospectus, the Board was composed of the following people:

Name Function

Start date in the Board of Directors or Supervisory Council

Date of appointment into the Board

Expiry of the current mandate

Relationship with the Chairman of the Board

Dominique Drouet Chairman of the Board of Directors

20158

Combined AGM of 07/01/2015

OGM of 2017 called to approve the 2016 accounts

-

Adil Douiri Member 2009 Combined AGM of 07/01/2015

None

IDB represented by Mr. El Medkouri Abderrahmane

Member 1982 Combined AGM of 07/01/2015

None

HOLCIBEL S.A. represented by Mr. Dominique Drouet


None

LafargeHolcim Ltd represented by Mr. Saad Sebbar


None

Dounia Ben Abbes Taarji Member 2013 Combined AGM of 07/01/2015

None

Driss Benhima Member 2013 Combined AGM of 07/01/2015

None

Abdeljalil El Hassani Sbai Member 20159

Combined AGM of 07/01/2015

None

Saad Sebbar Member 2016 Combined AGM of 24/05/2016

None


8 Mr. Dominique Drouet served as Chairman of the Board of Holcim Maroc from 2004 until it became a limited company (société anonyme) with a board of directors. 9 Mr. Abdeljalil El Hassani Sbai served as Vice-Chairman of the Board of Holcim Maroc from 2003 until it became a limited company (société anonyme) with a board of directors.

27

PART IV. CONSOLIDATED ACCOUNTS OF LAFARGE CIMENTS

I. Consolidated income statement

In MAD millions 2013 2014 2015 Var.

14/13 Var.

15/14

Turnover 5 050 4 935 5 188 -2.3% 5.1%

Revenue from ordinary activities 5 050 4 935 5 188 -2.3% 5.1%

Purchases 1 630 1 580 1 704 -3.1% 7.8%

Other external charges 455 473 506 3.8% 7.0%

Personnel expenses 397 397 412 0.0% 3.9%

Taxes and duties 39 38 40 -2.8% 6.7%

Depreciation and operating provisions 407 386 384 -5.0% -0.7%

Other operating revenues and expenses -15 16 -43 >100.0% <-100.0%

Current operating expenses 2 912 2 889 3 003 -0.8% 4.0%

Current operating income 2 137 2 046 2 185 -4.3% 6.8%

Disposal of assets -1 0 4 >100.0% >100.0%

Other non-current operating income and expenses -55 -74 -76 -34.6% -2.2%

Other operating income and expenses -56 -74 -72 -32.0% 2.1%

Operating income 2 082 1 972 2 113 -5.2% 7.1%

Operating margin (operating income / turnover) 41.2% 40.0% 40.7% -125 bp 75 bp

Cost of net financial debt 0 0 0 Ns Ns

Other financial income 6 5 10 -16.6% 96.3%

Other financial expenses 71 52 54 -27.8% 4.1%

Financial income -65 -46 -44 28.8% 5.9%

Pre-tax income of consolidated companies 2 016 1 926 2 069 -4.5% 7.4%

Pre-tax margin (Pre-tax income / turnover) 39.9% 39.0% 39.9% -90 bp 85 bp

Income tax 609 629 664 3.3% 5.7%

Deferred taxes 11 -16 9 <-100.0% >100.0%

Net income of consolidated companies 1 397 1 313 1 395 -6.0% 6.2%

Share in net income of equity affiliates 3 2 6 -18.2% >100.0%

Consolidated net income 1 400 1 316 1 401 -6.0% 6.5%

Net margin (Net income / Turnover) 27.7% 26.7% 27.0% -106 bp 35 bp

Non-controlling interest 3 2 3 -12.3% 13.4%

Net income Group share 1 397 1 313 1 399 -6.0% 6.5%


28

II. Consolidated balance sheet


14/13 Var.

15/14

ASSETS

Goodwill 17 11 11 -36.6% 0.0%

Intangible assets 92 100 103 8.9% 2.9%

Tangible assets 6 125 5 920 5 740 -3.4% -3.0%

Equity affiliates 88 90 96 2.7% 6.7%

Other financial assets 154 140 132 -9.1% -5.4%

- Loans and receivables 154 140 132 -9.1% -5.4%

Income tax receivable 5 1 0 -78.7% -84.9%

Deferred tax assets 18 1 0 -91.7% -100.0%

Non-current assets 6 499 6 264 6 082 -3.6% -2.9%

Inventory and work in process inventory 437 402 460 -8.0% 14.3%

Accounts receivable 1 011 796 975 -21.3% 22.6%

Other current receivables 306 182 174 -40.5% -4.6%

Cash and cash equivalents 286 263 303 -8.1% 15.1%

Current assets 2 041 1 643 1 911 -19.5% 16.3%

Total Assets 8 540 7 906 7 993 -7.4% 1.1%

LIABILITIES

Shareholders' equity 524 524 524 0.0% 0.0%

Reserves 3 179 3 080 2 926 -3.1% -5.0%

Net income Group share 1 397 1 313 1 399 -6.0% 6.5%

Shareholders' equity (group share) 5 100 4 918 4 849 -3.6% -1.4%

Non-controlling interest 6 6 6 6.4% -9.3%

Consolidated shareholders' equity 5 106 4 924 4 855 -3.6% -1.4%

Provisions 78 64 44 -18.1% -30.4%

Employee benefits 300 363 408 20.9% 12.3%

Corporate taxes payable 70 12 43 -82.3% >100.0%

Deferred tax liabilities 997 929 928 -6.8% -0.2%

Non-current liabilities 1 445 1 369 1 423 -5.3% 4.0%

Provisions 26 25 29 -4.3% 15.8%

Current financial debts 616 411 424 -33.2% 3.1%

- Hedging derivative instruments 0 1 0 25.4% -92.5%

- Bank loans 615 411 424 -33.3% 3.3%

Current accounts payable 700 532 719 -23.9% 35.1%

Other current liabilities 648 645 543 -0.4% -15.8%

Current liabilities 1 989 1 614 1 715 -18.9% 6.3%

Total Liabilities 8 540 7 906 7 993 -7.4% 1.1%


29

III. Consolidated cash flow statement


14/13 Var.

15/14

Consolidated net income 1 400 1 316 1 401 -6.0% 6.5%

Depreciation and provisions, write-downs 399 386 392 -3.3% 1.4%

Income from equity affiliates -3 -2 -6 18.2% <-100.0%

Proceeds from disposals and dilution profit and losses 1 0 -4 <-100.0% <-100.0%

Cash flow 1 797 1 699 1 783 -5.5% 5.0%

Effect of change of the WCR 22 151 -113 >100.0% <-100.0%

Deferred taxes 11 -16 9 <-100.0% >100.0%

Net cash flow from operating activities 1 829 1 835 1 680 0.3% -8.4%

Purchase of tangible, intangible, and financial assets 228 207 226 -9.6% 9.4%

Sale of tangible, intangible, and financial assets -37 -31 -25 14.6% 20.7%

Net cash flow from investing activities 192 175 201 -8.7% 14.8%

Dividends paid to shareholders of the parent company 1 146 1 475 1 449 28.8% -1.8%

Dividends paid to non-controlling interest 3 3 3 2.0% 19.9%

Net cash flow from financing activities 1 148 1 478 1 452 28.7% -1.7%

Change in cash and cash equivalents 489 181 26 -62.9% -85.5%

Cash and net cash equivalents at the beginning of the period

-818 -329 -148 59.8% 55.1%

Cash and net cash equivalents at the end of the period -329 -148 -121 55.1% 17.8%


30

PART V. CONSOLIDATED ACCOUNTS OF HOLCIM MAROC

I. Consolidated income statement

In MAD millions 2013 2014 2015 Var 13-14 Var 14-15

Consolidated turnover (C) = (A) + (B) 3 112 3 296 3 227 5.9% -2.1%

Sale of goods (as is) (A) 245 230 745 -6.4% n.a.

Cost of goods sold 211 196 166 -7.0% -15.5%

Gross margin on sales as is 35 34 580 -2.7% n.a.

Production for the accounting year 2 829 3 072 2 500 8.6% -18.6%

Sale of goods and services produced (B) 2 867 3 066 2 482 6.9% -19.0%

Changes in inventories of goods -38 6 18 n.a. n.a.

Assets manufactured by the company for its own use 0 0 0 n.a. n.a.

Consumption for the accounting year 1 316 1 545 1 479 17.4% -4.3%

Purchase of materials and supplies consumed 930 1 085 1 001 16.7% -7.7%

Other external expenses 387 460 477 19.0% 3.8%

Added value 1 548 1 560 1 601 0.8% 2.6%

Value added rate 49.7% 47.3% 49.6%

Operating subsidies 0 0 0 n.a. n.a.

Taxes and duties 60 23 33 -60.9% 42.2%

Personnel expenses 193 231 242 19.5% 4.7%

EBITDA 1 295 1 306 1 326 0.9% 1.5%

EBITDA margin rate 41.6% 39.6% 41.1%

Other operating income 0 14 1 n.a. -91.4%

Other operating expenses 5 2 15 -53.1% n.a.

Operating expenses and expense reclassifications 13 115 58 n.a. -49.6%

Operating allocations 484 520 516 7.4% -0.8%

Operating income 819 914 855 11.6% -6.4%

Operating margin rate 26.3% 27.7% 26.5%

Financial income -72 -71 -106 1.1% -49.4%

Current income 747 843 750 12.8% -11.1%

Non-current income -69 52 -15 n.a. n.a.

Income tax 230 292 217 26.7% -25.6%

Share in income of equity affiliates -2 1 -7 n.a. n.a.

Net income of the accounting year 446 604 510 35.4% -15.6%

Non-controlling interest -69 0 0 -100.0% n.a.

Net income (group share) 377 604 510 60.1% -15.6%

Net margin rate 12.1% 18.3% 15.8%


31

II. Consolidated balance sheet


Fixed assets 4 149 3 744 3 302 -9.8% -11.8%

Goodwill 591 559 526 -5.5% -5.8%

Intangible assets 20 15 4 -20.8% -72.7%

Tangible assets 3 495 3 153 2 749 -9.8% -12.8%

Financial assets 42 16 16 -63.4% 0.7%

Equity affiliates 1 1 7 n.a. n.a.

Current assets 2 066 1 279 1 168 -38.1% -8.7%

Inventory and work in process inventory 228 274 235 20.3% -14.2%

Accounts receivable 580 562 553 -3.1% -1.6%

Other receivables and accruals 309 366 292 18.5% -20.0%

Investment securities 908 0 0 -100.0% n.a.

Cash and cash equivalents 43 78 88 83.7% 12.1%

Total assets 6 215 5 023 4 470 -19.2% -11.0%

Shareholders' equity 3 305 1 970 1 882 -40.4% -4.5%

Share capital 495 495 495 0.0% 0.0%

Merger premium 1 737 316 316 -81.8% 0.0%

Consolidated reserves 696 556 562 -20.1% 1.0%

Net income for the accounting year (group share) 377 604 510 60.1% -15.6%

Shareholders' equity (group share) 3 305 1 970 1 882 -40.4% -4.5%

Reserves 0 0 0 0.0% 0.0%

Income 0 0 0 n.a. n.a.

Non-controlling interest 0 0 0 0.0% 0.0%

Long term financial debt 1 509 1 500 0 -0.6% -100.0%

Provisions for liabilities and charges 174 196 194 12.7% -1.0%

Current liabilities 1 227 1 357 2 394 10.6% 76.5%

Accounts payable 553 430 370 -22.3% -13.9%

Other debt and accruals 311 443 356 42.5% -19.6%

Cash liabilities 364 484 1 669 33.3% n.a.

Total liabilities 6 215 5 023 4 470 -19.2% -11.0%

Source : Holcim Maroc

32

III. Consolidated cash flow statement


Net income of consolidate companies 446 604 510 35.4% -15.6%

Elimination of income and expenses with no impact on cash flow or non operational:

450 444 472 -1.3% 6.3%

- Net allocations 460 498 474 8.2% -4.8%

- Change in deferred taxes -9 -1 -21 93.7% n.a.

- Capital gains on sales 0 -52 11 n.a. n.a.

- share in the income of equity affiliates -2 1 7 n.a. n.a.

Cash flow of consolidated companies 896 1 048 981 17.0% -6.3%

Dividends received from equity affiliates 0 1 2 n.a. 79.9%

Change in WCR, operational 453 831 -5 83.3% n.a.

Other 0 0 0 n.a. n.a.

Net cash flow from the activity 1 349 1 880 979 39.4% -47.9%

Purchase of fixed assets -179 -146 -64 18.6% 56.5%

Purchase of financial assets -10 0 0 n.a. n.a.

Sale of fixed assets, net of taxes 0 127 9 n.a. -93.1%

Effect of changes on the scope -288 0 0 n.a. n.a.

Net cash flow from investing activities -477 -18 -55 96.1% n.a.

Dividends paid to shareholders of the parent company -421 -1 939 -598 n.a. 69.1%

Received subsidies 0 0 0 n.a. n.a.

Net long term receivables 0 0 0 n.a. n.a.

Repayment of loans 0 -9 -1 500 n.a. n.a.

Net cash flow from financing activities -421 -1 947 -2 099 n.a. 7.8%

Change in cash 451 -85 -1 175 n.a. n.a.

Cash at the beginning of the period -772 -321 -406 58.4% -26.6%

Cash at the end of the period -321 -406 -1 581 -26,6% n.a.


33

PART VI. RISK FACTORS

Lafarge Ciments operates in an environment characterized namely by (i) high demand mainly from players in

Construction and Public Works, (ii) volatility in energy prices and finally (iii) a gradual strengthening of

environmental regulations.

The Company is therefore subject to a number of risks related to its business, regulatory, and competitive

environment, as well as to industrial and human risks related to its operations.

IV. Competitive risk

Building production capacities of operators in the context of a slowdown in demand for cement could have a

double effect on the activity of the Company:

A slowdown in the increase of sales, as a consequence of the increase in production overcapacity;

A stronger pressure on commercial margins.

To cope with this risk, several commercial measures have been put in place by Lafarge Ciments, including:

An expansion and diversification of the product mix;

Building customer loyalty;

The diversification of distribution channels;

The consolidation of the geographic positioning across all regions in Morocco;

The improvement of product quality;

The development of customer service and technical assistance;

The establishment of long-term partnerships with key customers.

V. Risk related to the real estate and construction sectors

The cement sector is heavily dependent on the construction sector, as its activity remains closely linked to the

pace of construction of housing units as well as to the number of public, tourist, and industrial infrastructure

projects.

The cement industry is therefore sensitive to some factors such as purchasing power in general, demographic

growth and urbanization, credit conditions to households in the real estate segment, as well as public policies

on housing and the expansion/renewal of infrastructure.

V.1. Public works sector

The development of the cement sector over the past decade was directly stimulated by the policy for

upgrading and expanding the infrastructure pursued by Morocco.

The current economic situation, marked by strain over public finances (namely in terms of budget deficit and

lack of liquidity), could stifle the pace of public investment in infrastructure. Such a situation could have an

adverse effect on national demand for cement and concrete.

V.2. Real estate sector

Despite its intrinsic growth potential, the real estate sector is experiencing a slowdown due to the slump in

housing demand, namely in the mid- and high-end market segments, as a result of (i) the decrease in solvent

34

demand caused by an increase in prices, (ii) a tightening of credit conditions and (iii) a decrease in demand

from Moroccans living abroad due to the global crisis in general and in Europe in particular.

Nonetheless, these risk factors have to be contrasted with the stimulating effect of the proactive policy against

unsanitary housing, led by the public authorities. This policy involves ensuring the right conditions to develop a

sufficient offering to cover national housing needs and the mechanical effect of the population increase.

Moreover, the tourism real estate sector, one of the opportunities for the cement sector, remains subject to

the risk of a slowdown in investments in hotel infrastructure caused by the fall in demand from the main tourist

markets for the country.

V.3. Seasonality of the construction sector

The cement market and, more broadly, the construction materials market is affected by the seasonality of real

estate activity, namely due to rainfall and religious holidays. Indeed, periods marked by heavy rainfall in

general have an impact on production in the construction sector and consequently slow down the sales

volumes of cement and concrete.

V.4. Industrial risk

The industrial performance of production sites is a strong driver of the operating profitability of companies in

the cement industry.

This performance is likely to be affected by (i) an inefficiency of the production tools, (ii) recurring technical

failures, (iii) human error and (iv) accidents in the production sites.

V.5. Risk related to production

The Company's profitability remains heavily dependent on its industrial performance, which in turn is related to

the full availability of production capacity. Hence, the interruption of production due to the failure of a key part

(crusher, furnace, etc.), social movements, accidents, or force majeure may cause a significant decrease in the

Company's productivity.

To assess the risk of occurrence of industrial failures, one needs to examine the maintenance policies adopted

by the Company, which are in accordance with the international standards of the LafargeHolcim group. This

policy is based on preventive and curative maintenance, and makes it possible to organize interventions and

make them more reliable according to a computerized management and monitoring system.

It should also be noted that these risk factors are covered by the insurance policies on damage to property as

well as operating losses resulting from this damage.

V.6. Safety risk

Cement production requires carrying out complex industrial operations that pose a risk of accidents to the

workers. Lafarge Ciments places occupational safety at the heart of its social policy and develops demanding

and controlled vigilance systems, so as to minimize the number of accidents.

Hence, Lafarge Ciments has developed several programs to strengthen the safety in its production sites in

order to preserve the men and property, beyond the plain compliance with the regulation in force.

The safety program that was put in place namely focuses on:

organizing legal compliance audits of the various sites;

organizing compliance audits of the hygiene of the workplace, of the sanitary facilities and of the

restaurant premises;

35

evaluating and performing ongoing risk control;

analyzing and taking corrective action after each incident;

raising awareness and training staff;

improving operating techniques.

Moreover, the industrial risks are covered by insurance policies that are tacitly renewed every year.

The risk of occurrence of industrial accidents can nonetheless not be totally eliminated despite the

implementation of these preventive measures.

V.7. Asset depreciation risk

The cement industry being capital-intensive, any developments in technology, standards, or norms could give

rise to a risk of obsolescence of the current assets and compel cement manufacturers to make upgrading

investments that could be substantial.

VI. Market risk

Lafarge Ciments is exposed to currency risk, as well as to other market risks related to the prices of some raw

materials, particularly energy.

VI.1. Currency risk

Lafarge Ciments pays part of its purchases in foreign currency. These purchases mainly include the following:

purchases of petcoke, mainly denominated in US dollars or in euros;

purchases of raw materials, denominated in euros or in US dollars;

purchases of spare parts denominated mainly in euros.

Furthermore, Lafarge Ciments exports clinker, namely to sub-Saharan African countries. These exports are

denominated in foreign currency.

In terms of service delivery and advisory, as well as expatriated human resources, the Company makes

payments mainly in Swiss francs and in euros.

VI.2. Risk related to energy prices

Due to its activity, Lafarge Ciments consumes a large quantity of fuel. Hence, the Company is subject to an

continuous risk of change in prices of raw materials, particularly in the fuel market (natural gas, petcoke, coal,

fuel, etc.), as well as in other supply markets such as see freight.

The structure of the construction market and the fierce competition between cement manufacturers make the

cement sector a supply market, enabling the operators to pass on, to the extent possible, the increase in the

prices of consumables to the sales price of their products and to hence ensure their activity is profitable.

Moreover, and in view of optimizing the consumption of fuel, Lafarge Ciments is developing the use of

alternative fuel (olive pomace, shredded tires, etc.).

Likewise, in order to limit its exposure to this risk, the Company is trying to diversify its energy sources and is

encouraging the use of wind power.

36

VI.3. Risk related to the availability of raw materials

Lafarge Ciments has its own reserves of limestone and aggregates. These quarries have a lifespan of over 40

years and there's no depletion risk in the medium term.

However, in the future, the Company may be refused licenses to operate new quarries or the renewal of

current licenses.

VI.4. Supplier risk

The operations of Lafarge Ciments are fuel-intensive. By concentrating its fuel supply with the LafargeHolcim

group, the Company is limiting the risk of supplier failure. Furthermore, the Company also mitigates this risk by

seeking to develop its current / potential partners for its other types of supplies (equipment, consumables…).

VI.5. Customer risk

As a business, Lafarge Ciments could face counterparty risk, related to its customer portfolio, in the event that

one of them accounts for a significant share of the Company's turnover.

Given the fragmented strcuture of the customer base, this risk is very low. Indeed, the 10 main customers of

the Company accounted for less than 21% of the cement turnover in 2015.

VII. Environmental risks

For Lafarge Ciments, the environment is one of the major pillars of its policy for developing and consolidating

its activities and human resources.

Generally speaking, the main environmental risks that the Company is facing are in (i) soil contamination in its

quarries and (ii) air pollution.

In view of protecting its environment from ecological risks, the Company adopted an environmental policy

which meets the requirements of the LafargeHolcim Ltd. group and seeks to ensure (i) compliance with

environmental standards, (ii) the recovery of fuel and (iii) the minimization of the impact of chemical products,

waste, and other hazardous materials on the environment.

This policy, which meets the highest international standards, is such that it allows the Company to limit any

potential liability as to possible damage caused to its natural environment.

Finally, it is important to note that the plants, crushing centers, distribution centers, and waste treatment

platforms of the Company have obtained the ISO 14 001 certification since many years, for their respectful

environmental management.

37

DISCLAIMER

The aforementioned information is only part of the prospectus approved by the Moroccan Capital Markets Authority (AMMC) under reference VI/EM/017/2016 on June 24

th, 2016. The AMMC recommends reading the

full prospectus available to the public in French.

Lafarge Ciment

Documents

Transcript of Lafarge Ciment